Item 1.01 Entry into a Material Definitive Agreement
Effective February 14, 2023, Michael Rosen, the previous majority shareholder of
Medicale Corp. (the "Company"), entered into a stock purchase agreement for the
sale of 3,200,000 shares of Common Stock of Jon Darmstadter (the "Shares").
Such transfer was made so that Mr. Darmstadter could effectuate a transfer of
the Shares to John Ioannis Neocleous. Effective Febraury 17, 2023, Mr.
Darmstadter entered into a stock purchase agreement for the sale of the Shares
to Mr. Neocleous.
Item 1.02 Termination of a Material Definitive Agreement
In July 2022, Deseo and its affiliates entered into a series of agreements with
Cody Development Corp,, a Louisiana corporation ("Cody") and its sole
shareholder Steven Ricks, pursuant to which Mr. Ricks contemplated the
contribution to Deseo 100% of the capital stock of Cody to the Company. The
ageements between the Company and Cody and Mr. Ricks were terminated and waived
as of February 17, 2023, and the parties agreed to a mutual release of all
claims related thereto.
Item 5.01 Changes in Control of Registrant.
The disclosures set forth in Item 1.01 above are incorporated by reference into
this Item 5.01.
The stock purchase agreements between Mr. Rosen and Mr. Darmstadter, and between
Mr. Darmstadter and Mr. Neocleous were consummated on February 14, 2023 and
February 17, 2023, respectively.
As a result of the acquisition of the Shares, Mr. Neocleous. holds approximately
54% of the issued and outstanding shares of Common Stock of the Company, and as
such it is able to unilaterally control the election of our board of directors,
all matters upon which shareholder approval is required and, ultimately, the
direction of our Company.
Also effective on February 17, 2023, the previous sole officer and director of
the Company, Michael Rosen, resigned his positions with the Company. Upon such
resignations, John Ioannis Neocleous was appointed as Chief Executive Officer,
Chairman of the Board, Treasurer and Secretary, and Director of the Company.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The disclosures set forth in Item 5.01 above are incorporated by reference into
this Item 5.02(a).
The business background description of the newly appointed officer and director
is as follows:
John Ioannis Neocleous
A dual Canadian-Cyprus citizen, John left Cyprus after he completed his army
service as a junior officer in 1991. In 1994 he graduated with honors with a
Bachelor of Law (LLB) from the University of East Anglia in the UK. He followed
that with a graduate Diploma in Human Rights and International Criminal Law at
the European University Institute in Florence, Italy. Upon his return to the UK,
he was offered multiple scholarships, and at the age of 24 became one of the
youngest lecturers at the University of Sussex teaching Human Rights and
International Criminal Law at the LLM program. He received his MPhil (Master of
Philosophy) in International Criminal Law in 1999.
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John is the owner and managing partner of NCI LAW GROUP since 1998. He has
practiced law in over 40 countries globally and is currently licensed to
practice law in Switzerland, the United Kingdom, the European Union and the
United States. He is licensed by the Council of the Bars and Law Societies of
the European Union (ECCBE - EU), the Solicitors Regulation Authority (SRA - UK),
the Washington State Bar Association (WSBA - USA), the Ordre des Advocates
Vaudois (OAV - Switzerland) the Cyprus Bar Association (CYBAR - Cyprus), the IBA
(International Bar Association, and the Association Romande des Intermediaires
Financiers (ARIF - Switzerland).
John was also the owner and Chief Executive Officer of NCI FINANCE LLC, a
financial company engaged in the reception, transmission and execution of
clients' orders in relation to a series of financial instruments directly with
the Chicago Mercantile Exchange (CME). NCI FINANCE LLC was licensed by the
Cyprus Securities and Exchange Commission and was further authorized to provide
financial services in 29 countries throughout the European Union and the United
Kingdom.
Item 8.01 Other Events.
Change in Address of Company
Effective February 17, 2023, the Company's location and the location of the
Company's books and records has changed to 1710 Rhode Island Avenue NW, 2nd
floor, Washington DC 20036.
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